Goodwin Bradford S 4

4 · NeurogesX Inc · Filed Oct 27, 2011

Form 4

Period: 2011-10-25

Director

Transactions

Deposit Into/Withdrawal From Voting Trust
Warrant
2011-10-25$0.14/sh−30,000$4,200→ 30,000 total(indirect: See Footnote)
Exercise: $1.65Exp: 2016-07-26→ Common Stock (30,000 underlying)

Footnotes (5)

[F1]The purchase price per unit of shares and warrants (with one unit being comprised of one share of common stock and a warrant to purchase 0.5 shares of common stock) is $1.72, and is based on the $1.65 per share consolidated closing bid price of NGSX common stock on the NASDAQ Global Market on July 21, 2011. $1.65 of the unit price is attributable to the share of common stock, and $0.07 is attributable to the warrant to purchase 0.5 shares of common stock. Thus, the price attributable to the warrant for each whole share underlying such warrant is $0.14.
[F2]The Warrants are immediately exercisable.
[F3]These shares were held indirectly by Bradford S. Goodwin, as trustee of the Goodwin Family Trust, u/a/d 7/30/97.
[F4]These shares have been gifted to Stewart, Spencer and Eliot 2, LLC.
[F5]The Reporting Person has indirect control of the shares that were gifted by the Goodwin Family Trust, u/a/d 7/30/97, in accordance with the Assignment Agreement date October 25, 2011, to Stewart, Spencer and Eliot 2, LLC. The Reporting Person is the managing member of Stewart, Spencer and Eliot 2, LLC.

Documents

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